UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
The Securities Exchange Act of 1934
(Amendment No. 2)*
Tecogen Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87876P201
(CUSIP Number)
Barbara Ann Bernard
Wincrest Capital Ltd.
7 Old Fort Bay Town Centre
Nassau, The Bahamas
(242) 603-2015
As of September 5, 2017
If the filing person has previously filed a statement 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13D-1(e), 240.13D-1(f), or 240.13D-1(g), check
the following box [__].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
_________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 87876P201 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENITIFCATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Wincrest Capital Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER:
0
8. SHARED VOTING POWER:
0
9. SOLE DISPOSITIVE POWER:
0
CUSIP No. 87876P201 13D
10. SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
CO, IA
CUSIP No. 87876P201 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENITIFCATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Barbara Ann Bernard
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER:
0
8. SHARED VOTING POWER:
0
9. SOLE DISPOSITIVE POWER:
0
CUSIP No. 87876P201 13D
10. SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IN, HC
CUSIP No. 87876P201 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENITIFCATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Wincrest Contraria Master Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7. SOLE VOTING POWER:
0
8. SHARED VOTING POWER:
0
9. SOLE DISPOSITIVE POWER:
0
CUSIP No. 87876P201 13D
10. SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 87876P201 13D
THIS FILING IS AMENDMENT NO. 2 TO SCHEDULE 13D FOR WINCREST CAPITAL LTD. AND
BARBARA ANN BERNARD. THIS FILING IS AMENDMENT NO. 1 TO SCHEDULE 13D FOR
WINCREST CONTRARIA MASTER FUND LTD.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $0.001
par value (the "Shares") of Tecogen Inc. (the "Issuer").
The address of the Issuer's office is 45 First Avenue,
Waltham, Massachusetts 02451.
ITEM 2. IDENTITY AND BACKGROUND.
(a,f) This statement is being filed by (i) Wincrest Capital
Ltd. ("Wincrest"), a company incorporated with limited
liability in the Bahamas, which acts as investment
manager to Wincrest Contraria Master Fund Ltd.
("Wincrest Contraria"), and whose director is Barbara
Ann Bernard, (ii) Barbara Ann Bernard, who is the
controlling shareholder and Chief Investment Officer of
Wincrest, and (iii) Wincrest Contraria, an exempted
company incorporated with limited liability under the
laws of the Cayman Islands, whose directors are
Barbara Ann Bernard, Frank Crothers, Joanne Bernard,
and Vikram Gandhi. Each of Wincrest, Bernard, and
Wincrest Contraria may be referred to herein as a
"Reporting Person and collectively may be referred to
as "Reporting Persons").
(b) The principal business address of Wincrest and Bernard
is 7 Old Fort Bay Town Centre, Nassau, The Bahamas.
The principal business address of Wincrest Contraria
is c/o Elian Fiduciary Services (Cayman) Ltd.,
190 Elgin Avenue, P.O. Box KY1-9007, George Town,
Grand Cayman, Cayman Islands.
(c) Wincrest is an investment management firm that serves
as the investment adviser to certain private investment
funds, including Wincrest Contraria and Wincrest
Contraria. Bernard is a director of the controlling
shareholder and Chief Investment Officer of Wincrest.
Wincrest Contraria is an exempted company incorporated
with limited liability under the laws of the Cayman
Islands.
CUSIP No. 87876P201 13D
(d) None of the Reporting Persons have, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof each of the Reporting Persons may be
deemed to beneficially own 0 Shares. The source of funds
used to purchase the Shares was the working capital of an
affiliate of Wincrest.
ITEM 4. PURPOSE OF TRANSACTION.
(a-j) The Reporting Persons had acquired their Shares of the
Issuer for investment. The Reporting Persons have no plans
or proposals as of the date of this filings which, related
to, or would result in, any of the actions enumerated in
Item 4 of the instructions to Schedule 13D.
The Reporting Persons reserve the right to be in contact
with members of the Issuer's management, the members of
the Issuer's Board of Directors, other significant
shareholders, and others regarding alternatives that the
Issuer could employ to increase shareholder value.
The Reporting Persons reserve the right to effect
transactions that would change the number of Shares they
may be deemed to beneficially own.
The Reporting Persons reserve the right to act in concert
with any other shareholders of the Issuer, or other
CUSIP No. 87876P201 13D
persons, for a common purpose should it determine to do
so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors, the Issuer's
shareholders, and others.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a-e) Subsequent to having transferred its controlling interest
in the Issuer to a private investor, neither Wincrest,
Wincrest Contraria, nor Bernard have the sole power, nor
the shared power to dispose of, direct the disposition of,
vote, or direct the vote of Shares of the Issuer.
The Reporting Persons shall be deemed to have transferred in
total, all of their beneficial and controlling interests in
1,247,165 Shares of the Issuer through an in-kind
distribution to a private investor and beneficial owner of
Wincrest Contraria as of September 5, 2017.
As of the date hereof, the Reporting Persons no longer own
more than 5% of the total outstanding Common Shares of the
Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons do not have a contract, arrangement,
understanding, or relationship with any person with respect
to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Joint Filing Statement
CUSIP No. 87876P201 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SEPTEMBER 29, 2017
WINCREST CAPITAL LTD.
/s/ Barbara Ann Bernard
--------------------------------------------
Barbara Ann Bernard, Chief Executive Officer
BARBARA ANN BERNARD
/s/ Barbara Ann Bernard
--------------------------------------------
WINCREST CONTRARIA MASTER FUND LTD.
/s/ Barbara Ann Bernard
--------------------------------------------
Barbara Ann Bernard, Director
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C 1001).
CUSIP No. 87876P201 13D
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D (and any amendments thereto),
relating to the Common Stock, $0.001 par value of Tecogen Inc. shall be filed
on behalf of the undersigned.
SEPTEMBER 29, 2017
WINCREST CAPITAL LTD.
/s/ Barbara Ann Bernard
--------------------------------------------
Barbara Ann Bernard, Chief Executive Officer
BARBARA ANN BERNARD
/s/ Barbara Ann Bernard
--------------------------------------------
WINCREST CONTRARIA MASTER FUND LTD.
/s/ Barbara Ann Bernard
--------------------------------------------
Barbara Ann Bernard, Director